Xxxxxxx X. Xxxxxxxx, Esq.
0000 X. Xxxxxxx Xx.
Xxxxx XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
e-mail: xxxxxx@xxxxxxxx.xx.xxx
November 11, 2005
Megola, Inc.
Via e-mail
Re: Engagement Agreement
Dear Sirs:
This letter sets forth the terms by which this I will be engaged in
connection with matters described below. I agree that the terms and conditions
of the engagement shall be as set forth in this letter.
1. Engagement. I have been engaged as special counsel for Megola, Inc. (the
"Company") to assist in the SEC reporting requirements.
The term of the engagement shall be for the period from December 1, 2005 to
November 30, 2006.
2. Fees, Costs and Expenses. My fee shall be 375,000 shares of common stock.
These shares will be registered on Form S-8 as soon as possible. I will prepare
at my expense the S-8 registration statement and related legal opinion. The
registration statement will only include my shares, unless otherwise mutually
agreed in accordance with our firm's current policy. If at any time you
terminate this agreement except for my material non-performance, all shares
shall be fully vested and remain outstanding.
The Company shall be responsible for all out-of-pocket expenses in connection
with this project, including, but not limited to, SEC and state filing fees,
state blue sky fees and expenses, XXXXX fees, messenger, overnight courier,
printing, travel, S&P, Transfer Agent, CUSIP, printing and blue sky counsel
fees.
IT IS OF THE UTMOST IMPORTANCE FOR ME TO KNOW AT ALL TIMES THAT YOU ARE
SATISFIED WITH THE SERVICES PROVIDED BY ME. So that there will always be full
and open communication between me, and so that I may clearly understand and
promptly deal with any concerns you may have about my services, you agree to let
me know immediately in writing of any concerns you may have about the services I
perform for you. If you wait to inform me of your concerns until a later time,
it may no longer be possible for me to take any meaningful steps to address
those concerns. At no time will I make any charge for time spent discussing such
matters.
If there are any questions concerning this agreement, please contact the
undersigned.
If it is agreed that the foregoing sets forth the conditions of my engagement,
please sign the extra copy of this letter where indicated and return it.
Sincerely,
Xxxxxxx X. Xxxxxxxx, Esq.
The above is understood and agreed to:
Megola, Inc.
By _____________________________________
Xxxx Xxxxxxx, Authorized Officer